Form Fis 0558 - Escrow Agreement

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FIS 0558 (5/04) Office of Financial and Insurance Services
This form is issued under Act 265, PA 1964, as
amended. This form may be required as a
condition to effectiveness of registration.
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
OFFICE OF FINANCIAL AND INSURANCE SERVICES
ESCROW AGREEMENT
This Agreement made this
day of
,
between
as Escrow Agent (the "Escrow Agent"),
WITNESSETH:
WHEREAS, the Company intends to offer for sale
shares of its common stock,
par value
per share ("Common Stock"), at
per share, and
WHEREAS, a condition to the effectiveness of the entire offering is that the Company
shall have sold not less than
shares of its Common Stock on or before
,
or such later date, not later than , to which the Company may extend the offering period by notice
to the Escrow Agent (the "Closing Date"), and
WHEREAS, the Company wishes to provide assurance to each purchaser of its Common
Stock ("Subscriber") that his or her investment will be returned in the event the Company fails to
sell such minimum amount of stock prior to the Closing Date, and the Company therefore wishes
to establish this Escrow Agreement with the Escrow Agent, and
WHEREAS, the Escrow Agent desires to receive, hold, and disburse the proceeds of
such offering upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained, the parties agree
as follows:
(1)
The Company shall cause each Subscriber to issue his or her check in the
amount of the purchase price payable to the order of
, Escrow Agent, and shall deliver such check to the Escrow Agent
together with an executed copy of the Subscription Agreement.
(2)
Upon acceptance of each Subscription Agreement by the Company, the Escrow
Agent shall deposit the subscription proceeds in an escrow account. Funds held
in the escrow account shall be invested, as directed by the Company, in an
interest-bearing account. The Escrow Agent shall not, however, invest the
subscription proceeds received from any Subscriber who has failed to provide the
Company with his or her correct tax identification or Social Security number, but
shall hold such proceeds in the escrow account without interest. Upon the
Company's request, the Escrow Agent shall deliver to the Company a certificate
setting forth the amount of subscription proceeds then held in the escrow account.
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